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CUSTOM JAVASCRIPT / HTML
TERMS OF USE
TERMS OF USE
Published: 21st August 2017


BOS Distributions Pty Limited ("BOS")


IMPORTANT - READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES.

These BOS Terms of Service (“Service Terms”) are part of the Agreement between You and BOS. For the purposes of these Services Terms, “BOS” means BOS Distributions Pty Limited and/or its subsidiaries, and the terms “You”, “Your” or “Customer” refer to the Services Entitlement owner/contract owner named in the Services Order. You and BOS may each also be referred to as a “Party” and together, the “Parties.” The “Agreement” consists of, collectively, these Services Terms, plus the terms of the applicable Services Order including the relevant Services Description. Capitalized terms not defined in these Services Terms have the same meaning as defined in the Services Order. Customer and BOS agree as follows: 


 1. DEFINITIONS Capitalized terms shall have the meanings set forth below. Defined terms stated in the singular may be used in the plural, and vice versa.

“Actual Use Level” means Customer’s actual quantity, type and duration of Service use, regardless of Registered Use Level.

“Affiliate(s)” means, any present or future entity that, directly or indirectly Controls, or is Controlled by, or is under common Control with either Party, where “Control” means power to direct or cause the direction 
of the management and policies of an entity whether through the ownership of voting securities, by contract, or otherwise.

"Authorised User" means a person who accesses the Service through a Customer Account and includes an Invited User.

“Certificate” means the machine-generated certificate sent to Customer by BOS to confirm a purchase of the applicable Services, whether ordered directly from BOS or through BOS  authorised reseller or channel partner.
 
“Confidential Information” has the meaning given under “Confidentiality” below. 

"Customer Account" means the account held by the individual or corporate entity registering for the Service. 

“Customer Content” means information which the Customer uploads to the Service to be processed and/or stored through the Services and any information generated within the Service as a result of the processing of that information.

“Customer Entity Data” means information that BOS needs to configure the Service, and/or to provide any included support for the Service to the Customer, including but not limited to, names, e-mail address, IP address and contact details of designated users and contacts for the Service, and other Personal Information provided during configuration of the Service or any subsequent support call.

“Entitlement” means Customer’s right to access, use and/or benefit from, a given Service. 

“Initial Period” means the initial minimum period of time for which Customer commits to subscribe to and pay for a Service, as set forth in a Services Order.
 
"Intellectual Property Right" means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

"Invited User" means a person who is invited to use the Services by a Customer or Authorised User. 

“Personal Information” means information from which a living individual can be recognized.

“Registered Use Level” means the quantity and type of Entitlements for which Customer is committed to pay.
 
“Renewal Period” means each of the subsequent, sequential Service periods following the Initial Period. 

“Service” means cloud-based and/or hosted BOS service(s), sold to Customer hereunder, whether as an individual service or as a collective bundle of related services, including any Service Components. 

“Service Component” means certain enabling software, hardware peripherals and associated documentation which may be separately provided by BOS as an incidental part of a Service. 

“Service Description” means BOS standard, then-current description of a Service’s features, including any product- specific additional terms and requirements, and any accompanying service level targets (“SLA”), if applicable. 

“Service Meter” sometimes called, “Use Level” means the applicable unit(s) of measurement by which BOS prices and sells an Entitlement to a Service, in effect at the time the relevant Services Order is created. (For example, “per device” or “1GB per User” or “per X” each could be Service Meters for given services). 

“Services Order” means the Parties’ mutually-agreed commitment for Services under this Agreement. A Services Order may take the form of a written addendum, exhibit or statement of work signed by the Parties, a machine-generated BOS quote accepted by Customer, or in the absence of any such document, Customer’s order accepted by BOS directly or through a BOS authorised reseller or channel partner, as documented in the Certificate issued in confirmation of such order. 

“Term” means, for a given Service, the Initial Period together with any Renewal Periods. 


2. ORDERING. 

BOS reserves the right to indicate the method(s) by which it will receive and accept orders for a given Service. 


3. SERVICES. 

BOS agrees to provide the Services specified in the Services Order, subject to this Agreement. Subject to applicable law, BOS reserves the right to provide the Services from anywhere in the world. Customer’s access to the Services from certain countries may be subject to applicable law and any technical limitations of the Services. Services may be updated by BOS from time to time. In order to enable BOS to setup and/or provide the Service, Customer will provide BOS with all necessary technical data, and other current, accurate and complete information reasonably required by BOS for such purposes 


4. SERVICES USAGE

a) Use. Customer will only use each Service for its internal business use, up to its applicable Registered Use Level. Customer will not resell the Service or act a service provider passing the use or benefit of the Service to third parties, unless otherwise mutually agreed through the applicable method(s) by which BOS enrolls and permits service provider access and use, for a given Service. 

b) Lawful Use of Services. Customer may only use the Services for lawful business purposes. If Customer does not comply with this requirement, BOS reserves the right to suspend all or part of the Service immediately during such non-compliance, without compensation to Customer of any kind. 

c) Changes in Service Use Level. 
    (i)    During the Initial Period or a Renewal Period, Customer cannot reduce the Registered Use Level. The same Registered Use level will apply to the next Renewal Period, unless reduced or increased as set 
           forth below. If Customer wishes to reduce its Registered Use Level for the next Renewal Period, Customer may do so by following BOS then-current process for such notifications, as may be found in the .                applicable Services Description or otherwise published by BOS. 
    (ii)   At any time, Customer may purchase additional Entitlements to increase its Registered Use Level. 
    (iii)   If Customer’s Actual Use Level exceeds its Registered Use Level, then Customer will promptly notify BOS, and shall order and pay for such excess use. Fees for excess use will be at the same rates charged   
           for the Initial Period order (or Renewal Period order), as applicable. In any case, BOS reserves the right to invoice for excess Service use. Additionally, BOS reserves the right to deem such increased use to 
           be Customer’s new Registered Use Level, in which case the Fees due for the increased Registered Use Level will be calculated through the then-remaining balance of the current Initial Period or Renewal 
           Period, as applicable. 

d) Service Availability. BOS intends to use reasonable endeavors to make the Service available for use on a 24 hours a day, seven days a week basis, however You acknowledge and agree, on Your behalf and on behalf of Your Authorised Users, that continuity of the Service is not guaranteed and that the Service is provided on an ‘as is’ basis. In particular, you agree that there will be circumstances where the Service may be unavailable, or its availability may be limited, due to: 
    (i)     routine or emergency maintenance; 
    (ii)    upgrades or other development activity; 
    (iii)   technical malfunctions of software, equipment or infrastructure (e.g. telecommunications connectivity, network congestion or delays); 
    (iv)   the occurrence of a force majeure event; or 
    (v)    BOS may temporarily limit or suspend the availability of all or part of the Service to You and your Authorised Users if: 
    (vi)   You, or an Authorised User, breach an obligation owed to BOS under these Terms of Use (including Your payment obligations under clause 5); or (2) it is necessary for reasons of public safety, security or 
            maintenance of the Service, interoperability of services, data protection or to perform work that is necessary for operational or technical reasons. 


5. TERM; RENEWAL

a) Initial Period and Auto-Renewal. The Initial Period for a Service, which may include an initial set-up period, will begin on the date indicated in the Services Order. If the Services Order does not also specify the length of the Initial Period, then the duration of the Initial Period is as indicated in the order accepted by BOS. Customer agrees that it is purchasing the Services for the Initial Period, and that unless otherwise mutually agreed in writing by the Parties, and subject to the provisions “Renewal Opt Out” and End of Service Availability below, Services will automatically renew for Renewal Periods of twelve (12) months each (unless a shorter default Renewal Period is specified in the Services Order). 

b) Renewal Opt Out. Either party may elect not to renew the Services, by providing written notification to the other before the beginning of a Renewal Period. Notwithstanding the process for other notices set forth under “General”, below, 
    (i)   Customer’s non-renewal notification will be submitted in accordance with BOS then-current process for opting out of automatic renewal of the Renewal Period, as indicated in the Services Order or Services 
          Description; and 
    (ii)  BOS may provide non-renewal notification by email to Customer’s then-current business or technical contact, and/or by publication on the applicable interface(s) through which Customer’s administrator 
          interacts with the Service(s). 

c) End of Service Availability. BOS may notify Customer of the end-of-life (end of availability) of a given Service by giving no less than twelve (12) months prior written notice before such end of Service availability. Notwithstanding the process for other notices set forth under “General”, below, BOS may provide such notification by email to Customer’s then-current business or technical contact, and/or by publication on the applicable interface(s) through which Customer’s administrator interacts with the Service(s). 


6. TERMINATION

a) This Agreement, in whole or as to specific Services Order(s), may be terminated at any time by either Party as follows: 
    (i)   upon written notice if the other Party breaches any material term of this Agreement, and such breach remains uncorrected for thirty (30) days following written notice; or 
    (ii)  immediately, if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or similar action for the 
          benefit of creditors as a consequence of debt, or if the other Party otherwise ceases or threatens to cease business. 

b) Upon termination of an individual Services Order, this Agreement as to all other Services Orders will continue in full force and effect. Upon termination of this Agreement in whole, all outstanding Services Orders will be terminated immediately. Termination of this Agreement will be without prejudice to any rights or liabilities accrued as of the date of termination. BOS will be entitled to invoice and be paid for all Services provided up to the effective date of termination, and all invoices become immediately then due and payable. Any term of the Agreement, which is intended to survive expiration or termination will survive, including, without limitation, confidentiality, restrictions on use of intellectual property, indemnity, limitations on liability and disclaimers of warranties and damages, governing law, and Customer’s payment obligations accrued prior to termination. 


7. INVOICES; FEES; PAYMENT; TAXES

a) Invoices. BOS reserves the right to invoice upon BOS acceptance of the applicable Services Order, or pursuant to “Changes in Service Use Level”, above. If BOS or Customer requires a purchase order document (“PO”) to process a Services Order and/or invoice, then such PO must have sufficient detail to allow BOS to accept and accurately fulfil Customer’s order. Unless otherwise specified in a Services Order, Services fees will be calculated from the date the Service is made available to Customer. However, BOS reserves the right to begin charging Service fees if, due to Customer’s act or omission or failure to provide required information, BOS is unable to make the Service available. 

 b) Fees and Payment. Customer will pay BOS the fees agreed to in the Services Order, or (if the Services Order is placed via Customer’s nominated BOS authorised reseller or channel partner will pay the fees as separately agreed between Customer and such BOS authorised reseller or channel partner (“Fees”). For Service Orders directly invoiced by BOS, Customer will pay BOS invoiced amounts within thirty (30) days of the invoice date (“Due Date”). If any sum payable to BOS is not paid by the Due Date, BOS reserves the right, without prejudice to any other remedy, to 
    (i)   charge interest on such overdue sum on a day to day basis from the due date until paid in full the lesser of one percent (1%) per month or the maximum rate permitted by applicable law; and/or 
    (ii)  suspend the provision of the Services upon five (5) days prior notice, until paid in full. All Fees paid or payable for Services are non-cancellable and non-refundable. BOS may update its pricing for a 
         Service by publishing, quoting or invoicing Customer at the updated pricing at least thirty (30) days before such changes take effect; provided, however this sentence shall not apply to Fees agreed in a 
         Services Order to be fixed for an Initial Period or applicable Renewal Period(s). 

c) Taxes. Customer is responsible for all taxes, customs duties, import fees or other similar charges, and all other mandatory payments imposed by government entities with respect to the Services or other items provided under this Agreement, excluding tax imposed on BOS net income and withholding taxes (subject to the condition of providing withholding tax payment receipts, as set forth below). BOS will bill applicable taxes as a separate item on Customer's invoice and will not include them in the Fees. If a transaction is exempt from tax, Customer will provide BOS with a valid exemption certificate or other evidence of such exemption in a form acceptable to BOS. If Customer is required by law to withhold any tax from the payment, Customer will provide to BOS original or certified copies of all tax payment receipts or other evidence of payment of taxes by Customer with respect to transactions under this Agreement. If Customer fails to provide BOS with such tax payment receipts, if applicable, then Customer will reimburse BOS for any fines, penalties, taxes and other governmental agency charges resulting from such failure. 


8. WARRANTY

BOS will provide the Services in a good and workmanlike manner, and substantially in accordance with the Services Description. 
CUSTOMER AGREES THAT THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED CONCERNING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. BOS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT USE OF THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-FREE. 


9. INTELLECTUAL PROPERTY 

The intellectual property rights in the Service are and will remain BOS property or that of its licensors. 


10. INDEMNITY

a) Indemnification by BOS . BOS will defend and indemnify and hold Customer harmless from any claim asserting that the Services infringe any intellectual property right of a third party, and will pay any and all damages awarded by a court and actually paid by Customer, or agreed to in settlement by BOS and attributable to such claim. BOS obligations under this provision are subject to Customer’s doing the following: notifying BOS of the claim in writing, as soon as Customer learns of it; providing BOS all reasonable assistance and information to enable BOS to perform its duties under this Section; allowing BOS sole control of the defense and all related settlement negotiations; and not having compromised or settled such claim. Notwithstanding the foregoing, Customer may participate at Customer’s expense in the defense of any such claim with its own counsel, provided BOS retains sole control of the claim. Customer has the right to approve any settlement that affirmatively places on Customer an obligation that has a material adverse effect on Customer other than the obligations to cease using the affected Service or to pay sums indemnified hereunder. Such approval will not be unreasonably withheld. If the Services are found to infringe, or if BOS determines in its sole opinion that the Services are likely to be found to infringe, then BOS will either (i) obtain for Customer the right to continue to use the Service; or (ii) modify the Service (including if applicable Service Component(s)) so as to make it non-infringing, or replace it with a non-infringing equivalent substantially comparable in functionality, (and in the case of infringing Service Components, Customer will stop using any infringing version of such Service Components); or, if BOS determines in its sole opinion that “(i)” and/or “(ii)” are not commercially reasonable, BOS may (iii) terminate Customer’s rights and BOS obligations under this Agreement with respect to such Services, and in such case shall refund to Customer the fees paid for the relevant Services. Notwithstanding the above, BOS will not be liable for any infringement claim to the extent that it is based upon: (1) modification of the Services other than by BOS; (2) combination, use, or operation of the Services with products not specifically authorised by BOS to be combined with the Services; (3) use of the Services other than in accordance with this Agreement; or (4) Customer’s continued use of infringing Services after BOS, for no additional charge, supplies or offers to supply modified or replacement non-infringing Services. THIS SECTION “INDEMNITY” STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND BOS SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. 

b) Indemnification by Customer 
Customer agrees, at BOS request to defend, and to indemnify BOS against and hold BOS harmless from any and all claims, actions, losses, costs and expenses BOS may incur as a result of: 

    (i)   any breach by Customer of the Section entitled “Lawful Use of Services”, 
    (ii)  Customer’s unauthorised use of the Service in a manner not contemplated by the Services Description, or 
    (iii)  any third party claim in relation to Customer Content and/or Customer Entity Data. 


11. CONFIDENTIALITY 

a) “Confidential Information” means the non-public information that is exchanged between the parties, provided that such information is: 
   (i)   identified as confidential at the time of disclosure by the disclosing party (“Discloser”), or 
   (ii)  disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the party receiving such information (“Recipient”). 
         A Recipient may use the Confidential Information that it receives from the other party solely for the purpose of performing activities contemplated under this Agreement. For a period of five (5) years 
         following the applicable date of disclosure of any Confidential Information, a Recipient will not disclose the Confidential Information to any third party. A Recipient will protect it by using the same 
         degree of care, but no less than a reasonable degree of care, to prevent the unauthorised use, dissemination or publication as the Recipient uses to protect its own confidential information of a like nature. 
         The Recipient may disclose the Confidential Information to its Affiliates, agents and subcontractors with a need to know in order to fulfill the purpose of this Agreement, who have signed a nondisclosure 
         agreement at least as protective of the Discloser’s rights as this Agreement. 

b) This provision imposes no obligation upon a Recipient with respect to Confidential Information which: 
    (i)   is or becomes public knowledge other than by breach of this Agreement; 
    (ii)   was in the Recipient’s possession before receipt from the Discloser and was not subject to a duty of confidentiality; 
    (iii)  is rightfully received by the Recipient without any duty of confidentiality; 
    (iv)  is disclosed generally to a third party by the Discloser without a duty of confidentiality on the third party; or (v) is independently developed by the Recipient without use of the Confidential Information. 
          The Recipient may disclose the Discloser's Confidential Information as required by law or court order provided: (1) the Recipient promptly notifies the Discloser in writing of the requirement for disclosure; 
          and (2) discloses only as much of the Confidential Information as is required. Upon request from the Discloser or upon termination of the Agreement, the Recipient will return all Confidential Information 
          and all copies, notes, summaries or extracts thereof or certify destruction of the same. 

c)      Each party will retain all right, title and interest to such party’s Confidential Information. The parties acknowledge that a violation of the Recipient’s obligations with respect to Confidential Information may 
         cause irreparable harm to the Discloser for which a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Discloser will be entitled to seek an injunction or 
         other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions. 


 12. USE AND PROTECTION OF CUSTOMER CONTENT AND CUSTOMER ENTITY DATA.
 
a) BOS operates as a data processor with no control over the type, substance or format of Customer Content. Customer, as data controller, is responsible 
    (i)    to ensure that processing and disclosure of such information to BOS complies with applicable laws; 
    (ii)   to inform users that their information will be processed by BOS  in Australia, Malaysia, United Kingdom, United States or other countries that may have less protective data protection laws than the 
           region in which they are situated (including the European Economic Area); 
    (iii)  to inform users of how it will be used, and to assure that Customer has all appropriate consents required for such transfer and use;
    (iv)  to inform relevant users that communications transmitted through systems covered by the Services may be intercepted or monitored for purposes of the Services; and 
    (v)   to satisfy itself that the Security Standards are appropriate, given the nature of the Customer Content. 

b) In the normal course of providing the Services, BOS does not require access to or use of the Customer Content, other than by machine-read, electronic methods. BOS, its Affiliates, agents or subcontractors, may access or use the Customer Content, if required, to enable proper functioning of the Service or as otherwise set forth in the Service Descriptions. In the limited circumstances where BOS has any access to the Customer Content, BOS shall process the Customer Content in accordance with the Customer’s instructions, provided that such instructions are consistent with the terms of this Agreement. BOS may access, use or disclose Customer Content as required by law or court order. BOS will give Customer reasonable notice of any legally required disclosure to allow Customer to seek a protective order or other appropriate remedy (except to the extent BOS compliance with the foregoing would cause it to violate a court order or other legal requirement). As between Customer and BOS, at all times the Customer Content will remain the property of Customer. 

c) By providing the Customer Entity Data, Customer acknowledges that the Customer Entity Data, including any Personal Information contained within it, will be processed and accessible on a global basis by BOS, its Affiliates agents and subcontractors for the purposes of providing the Service, to generate statistical information about the Services, for internal research and development, and as otherwise described in the Services Descriptions, including in countries that may have less protective data protection laws than in the country in which Customer or its users are located. BOS may disclose the collected Personal Information as required or permitted by law or in response to a subpoena or other legal process. Customer also consents for itself and as agent for its contacts whose details have been provided as part of the Customer Entity Data to the use by BOS of that Personal Information for the purposes of informing Customer of BOS products and services which may be of interest to Customer and account management. All questions and requests on privacy matters may found on BOS Privacy Webpage. BOS acknowledges that individuals may choose to opt out of direct marketing at any time on written notice to BOS. 

d) BOS will maintain administrative, technical and physical safeguards for the BOS Network designed to; 
   (i) .  protect the security and integrity of the BOS Network, and 
   (ii)   protect against accidental or unauthorised, or unlawful access, use, alteration or disclosure of, loss, destruction or damage to, Customer Content and Customer Entity Data (the “Security Standards”). 
         The “BOS Network” means BOS data center facilities, servers, and networking equipment/software involved in hosting Customer Content and storing the Customer Entity Data that are under 
         BOS reasonable control and are used to provide the Services. The Security Standards will be substantially equivalent to the generally accepted security standards in the IT industry for hosted services 
         similar to the Services. BOS will conform to the Security Standards during the Term. 


 13. LIMITATION OF LIABILITY

a) Nothing in this Agreement shall exclude or limit: 
   (i)    BOS liability for death or personal injury caused by its negligence; or 
   (ii)   any fraudulent pre-contractual misrepresentations made by BOS on which Customer can be shown to have relied; or 
   (iii)   any other liability which cannot be excluded by law. Subject to Section 13b), no limitation on liability shall apply to BOS liability to pay damages finally awarded pursuant to Section 10a. 

b) IN NO EVENT WILL BOS OR ITS SUPPLIERS BE LIABLE WHETHER IN CONTRACT, TORT OR OTHERWISE, TO CUSTOMER OR ANY OTHER PERSON FOR: (I) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOSSES, EXPENSES OR COSTS OF ANY KIND; EVEN IF ADVISED OF THE POSSIBILITY AND WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR USE OF THE SERVICES, DEFECTIVE PERFORMANCE, NON-PERFORMANCE OR DELAYED PERFORMANCE BY BOS OF ANY OF ITS OBLIGATIONS UNDER OR CONNECTED WITH THIS AGREEMENT. 

c) Except as provided in Section 13a), and subject to Section 13b), BOS total liability (whether in contract, tort or otherwise) relating to anything supplied or services provided (including without limitation the Services) under or in connection with this Agreement shall not exceed in aggregate one hundred percent (100%) of the fees paid or payable by Customer for the Service which is the subject of the claim. 


 14. GENERAL 

(a) BOS has the right to subcontract the performance of the Services to third parties, provided that BOS remains responsible for the contractual obligations according to the Agreement and 
     any Services Order. 

(b) All notices of breach, termination or the like will be in writing and addressed to the receiving party’s current business contact, if known, with a cc: to the General Counsel/Legal Department of the 
     receiving party and sent to the party’s address as listed in the Agreement, or as updated by either party in writing. Notices shall be effective upon receipt and shall be deemed received as follows: 
     (i) . if personally delivered by courier, when delivered, or 
     (ii)  if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address. 

(c) Customer may not assign the rights granted hereunder or the Agreement, in whole or in part and whether by operation of contract, law or otherwise, without BOS prior written consent. Such consent will not be unreasonably withheld or delayed. 

(d) Each party will be excused from performance, other than payment obligations, for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, due to unforeseen circumstances or to causes beyond such party's reasonable control including but not limited to war, strike, riot, crime, acts of God, or shortages of resources. 

(e) This Agreement shall be governed by and construed under the following laws, without giving effect to conflict of law principles: the laws of the state of California for Customers located in the Americas; the laws of England and Wales for Customers located in Europe, Middle East or Africa; the laws of Hong Kong for Customers located in Asia Pacific. Such application of law excludes any provisions of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto. 

(f) If any provision of the Agreement is found partly or wholly illegal or unenforceable, such provision will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions will remain in full force and effect. A waiver of any breach or default under the Agreement will not constitute a waiver of any other right for subsequent breach or default. No person other than a party to the Agreement will be entitled to enforce any term of it except as expressly provided herein. 

(g) Customer hereby acknowledges and agrees that the Services and any related download or technology (“Controlled Technology”) may be subject to applicable export control and trade sanction laws, regulations, rules and licenses, and that Customer is hereby notified of the information published by BOS or successor website, and will comply with the foregoing, and with such further export restrictions that may govern individual Services, as specified in the relevant Service Descriptions.

(h) Any subsequent modifications to these terms and conditions will be made in writing and duly signed by authorised representatives of both parties or they will be void and of no effect. Together with the terms of the Services Order, these terms are the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreement, proposal, commitment, representation, or other communication whether oral or written between the parties regarding such subject matter. The Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned. The terms of the Services Order, the terms of the main body of this Agreement, and the Services Description shall govern, in that order of precedence, in the event of any conflict by or among such documents. This Agreement may be executed in multiple counterparts all of which taken together shall constitute one single agreement between the parties. The signatories hereto represent that they are duly authorised to sign this Agreement on behalf of their respective companies.  

 
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BOS GLOBAL Holdings Limited
Registered Office: Suite 3, Level 3, 1292 Hay Street
West Perth WA 6005, Australia
Correspondence: PO Box 77, East Brunswick VIC 3057 Australia
Sydney Office: Level 20, Tower 2 Darling Park 201 Sussex Street
Sydney NSW 2000 Australia

AUSTRALIA: +61 1300 881 344
 
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